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                                                                  Exhibit 10.50

                                     SECOND
                                   AMENDMENT
                                       TO
                             INTERCOMPANY AGREEMENT


     This Amendment to Intercompany Agreement (this "Amendment") is made and
entered into as of the 8th day of September, 1998 by and among G & G
INVESTMENTS, INC., a Delaware corporation ("G & G"), GLENSHAW GLASS COMPANY, a
Pennsylvania corporation ("Glenshaw"), HILLSBORO GLASS COMPANY, a Delaware
corporation ("Hillsboro"), I.M.T.E.C. ENTERPRISES, INC., an Oklahoma
corporation ("IMTEC"), CONSUMERS PACKAGING INC., a corporation organized under
the federal laws of Canada ("Consumers Packaging"), ANCHOR GLASS CONTAINER
CORPORATION, a Delaware corporation ("Anchor"), CONSUMERS INTERNATIONAL INC., a
corporation organized under the federal laws of Canada ("Consumers
International"), CONSUMERS U.S., INC., a Delaware corporation ("Consumers
U.S.") and BT COMMERCIAL CORPORATION ("BTCC"), as agent for the Lenders
identified in that certain Credit Agreement dated as of February 5, 1997, as
amended from time to time (the "Credit Agreement"), among New Anchor, the
Lenders named therein (including Bankers Trust Company as Co-Syndication Agent
and Issuing Bank ("BTCO") and PNC Bank, National Association as Co-Syndication
Agent and Issuing Bank).

     WHEREAS, G & G, Hillsboro, IMTEC, Consumers Packaging, Anchor, Consumers
International, Consumers U.S. and BTCC are parties to the Intercompany
Agreement dated as of April 17, 1997, as amended by the First Amendment to
Intercompany Agreement dated as of April 6, 1998 (as so amended, the
"Agreement"); and

     WHEREAS, the parties desire to amend the Agreement in accordance with
Section 22 thereof; and

     WHEREAS, the Board of Directors of Anchor (including a majority of
independent directors) have determined that this Amendment contains terms no
less favorable to Anchor than could have been obtained in a comparable
transaction from a Person not an Affiliate of Anchor.

     NOW, THEREFORE, it is agreed as follows:

     1. Amendments. The Agreement is amended as follows:

          (a) Delete the reference to "paragraphs 2-12" in the sixth line of
     Paragraph 2 and insert "Paragraphs 2 - 13" in lieu thereof.

          (b) Add the following after Paragraph 12:

               "13 Anchor may advance a principal amount not to exceed U.S.
               $17,335,000 to G&G (the "G&G Advance") on the following
               conditions:


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               (i) Unless sooner repaid, the G&G Advance will mature 120 days
          after the date of the Advance (the "Maturity Date");

               (ii) the G&G Advance will bear interest from the date of the G&G
          Advance to the Maturity Date (the "Interest Period") at the rate paid
          by Anchor under the Credit Agreement during the Interest Period Plus
          one-half (1/2%);

               (iii) the G&G Advance will be evidenced by G&G's promissory note
          which will be pledged to BTCC as Agent for the Lenders; and

               (iv) G&G will guarantee, for the benefit of the Lenders, its
          obligations under said promissory note, which guarantee will be
          secured by a pledge to BTCC as Agent for the Lenders of common shares
          of Consumers Packaging having a fair market value equal to not less
          than 1.25 of the outstanding principal amount of the G&G Advance.

          (c) Delete the reference to "Paragraph 17" in the twelfth line of
     Paragraph 21 and insert "Paragraph 18" in lieu thereof.

          (d) Redesignate numbered Paragraphs 13 through 22 as Paragraphs 14
     through 23.

     2.       Ratification of Agreement.   The Agreement, as amended hereby,
continues in full force and effect and is, in all respects, ratified and
confirmed.

     3. Counterparts. This Amendment may be executed in counterparts and by
different signatures or separate counterparts each of which shall be an
original, but all of which together shall constitute one and the same
instrument. One or more counterparts of this Amendment may be delivered via
facsimile transmission with the intention that it or they shall constitute an
original counterpart hereof.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be duly executed and delivered as of the date first above written.

                                          G & G INVESTMENTS, INC.



                                          By:  /s/ John J. Ghaznavi
                                             ---------------------------------
                                          Name:    John J. Ghaznavi
                                          Title:   President and 
                                                   Chief Executive Officer

                  [Signatures Continued on the Following Page]






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                 [Signatures Continued from the Previous Page]

                                          GLENSHAW GLASS COMPANY



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer


                                          HILLSBORO GLASS COMPANY



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer



                                          I.M.T.E.C. ENTERPRISES, INC.



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer



                                          CONSUMERS PACKAGING INC.



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer



                                          By: /s/ M. William Lightner, Jr.
                                             ----------------------------------
                                          Name:   M. William Lightner, Jr.
                                          Title:  Vice President

                  [Signatures Continued on the Following Page]






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                 [Signatures Continued from the Previous Page]



                                          ANCHOR GLASS CONTAINER CORPORATION



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer



                                          CONSUMERS INTERNATIONAL INC.



                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and 
                                                  Chief Executive Officer



                                          By: /s/ M. William Lightner, Jr.
                                             ----------------------------------
                                          Name:   M. William Lightner, Jr.
                                          Title:  Vice President


                                          CONSUMERS U.S., INC.


                                          By: /s/ John J. Ghaznavi
                                             ----------------------------------
                                          Name:   John J. Ghaznavi
                                          Title:  President and
                                                  Chief Executive Officer


                  [Signatures Continued on the Following Page]





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                 [Signatures Continued From the Previous Page]


                                     BT COMMERCIAL CORPORATION
                                      for itself and as Agent


                                     By:  /s/ Bruce Phoel
                                        -----------------------------------
                                     Name: Bruce Phoel
                                     Title:   Senior Vice President


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